UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


                                   (Mark One)

    [X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

               For the quarterly period ended      MARCH 31, 2002
                                              -------------------

                                       OR

    [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                    For the transition period from to       .
                                                     --------


                           Commission File No. 0-21390

                             AFG INVESTMENT TRUST B
                             ----------------------
             (Exact name of registrant as specified in its charter)


      Delaware                                                   04-3157230
    (State or other jurisdiction of                             (IRS Employer
   incorporation or organization)                         Identification No.)

    88 Broad Street, Boston, MA                                        02110
   (Address of principal executive offices)                        (Zip Code)


Registrant's  telephone  number,  including  area  code     (617)  854-5800
                                                        -------------------


(Former  name,  former  address  and  former  fiscal year, if changed since last
report.)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.
Yes    X  No
   -----


<PAGE>


                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                                      INDEX


<TABLE>
<CAPTION>


PART I. FINANCIAL INFORMATION:                                           Page
                                                                         ----
<S>                                                                      <C>
     Item 1. Financial Statements

                Statement of Financial Position
                at March 31, 2002 and December 31, 2001                     3

                Statement of Operations
                for the three months ended March 31, 2002 and 2001          4

                Statement of Changes in Participants' Capital
                for the three months ended March 31, 2002                   5

                Statement of Cash Flows
                for the three months ended March 31, 2002 and 2001          6

                Notes to the Financial Statements                           7


     Item 2. Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       16

     Item 3. Quantitative and Qualitative Disclosures about Market Risk    24


PART II. OTHER INFORMATION:

     Item 1 - 6                                                            25
</TABLE>



















<PAGE>

                             AFG INVESTMENT TRUST B

                         STATEMENT OF FINANCIAL POSITION

                      MARCH 31, 2002 AND DECEMBER 31, 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                            March 31,      December 31,
                                                               2002            2001
                                                          --------------  --------------
ASSETS
<S>                                                       <C>             <C>

Cash and cash equivalents                                 $   1,196,135   $     899,569
Rents receivable                                                    872               -
Accounts receivable - affiliate                                   8,568          23,936
Interest receivable                                                 510             510
Interest in EFG Kirkwood LLC                                  2,235,722       1,501,368
Interest in MILPI Holdings, LLC                               4,676,559       5,010,928
Investments - other                                              99,135          99,135
Other assets                                                     13,369             857
Equipment at cost, net of accumulated depreciation
  of $2,190,940 and $2,175,686 at March 31, 2002
  and December 31, 2001, respectively                           888,399         903,653
                                                          --------------  --------------

      Total assets                                        $   9,119,269   $   8,439,956
                                                          ==============  ==============


LIABILITIES AND PARTICIPANTS' CAPITAL

Notes payable                                             $     392,536   $     420,027
Accrued interest                                                    712             460
Accrued liabilities                                              60,299         105,869
Accrued liabilities - affiliates                                 70,171         117,348
Deferred rental income                                            8,313           8,313
                                                          --------------  --------------
     Total liabilities                                          532,031         652,017
                                                          --------------  --------------


Participants' capital:
   Managing Trustee                                               8,728             735
   Special Beneficiary                                           72,008           6,066
   Class A Beneficiary interests (582,017 interests;
     initial purchase price of $25 each)                      9,110,037       8,556,689
   Class B Beneficiary interests (1,000,961 interests;
     initial purchase price of $5 each)                         187,840          15,824
   Treasury interests (83,477 Class A interests at cost)       (791,375)       (791,375)
                                                          --------------  --------------
     Total participants' capital                              8,587,238       7,787,939
                                                          --------------  --------------

     Total liabilities and participants' capital          $   9,119,269   $   8,439,956
                                                          ==============  ==============
</TABLE>










   The accompanying notes are an integral part of these financial statements.
<PAGE>

                             AFG INVESTMENT TRUST B

                             STATEMENT OF OPERATIONS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                 2002           2001
                                             ------------   ------------
INCOME
<S>                                          <C>            <C>
Lease revenue                                $      63,310  $     108,001
Interest income                                      4,161         38,139
Gain on sale of equipment                                -         69,862
Other income                                             -          9,919
                                             -------------  -------------
  Total income                                      67,471        225,921
                                             -------------  -------------

EXPENSES

Depreciation and amortization                       15,254         32,662
Interest expense                                     7,316         10,022
Management fees - affiliates                        19,026         16,836
Operating expenses - affiliate                      70,872        215,699
                                             -------------  -------------
  Total expenses                                   112,468        275,219
                                             -------------  -------------


EQUITY INTERESTS

Equity in net income of EFG Kirkwood LLC           734,354        785,674
Equity in net income of MILPI Holdings, LLC        109,942         22,576
                                             -------------  -------------
  Total income from equity interests               844,296        808,250
                                             -------------  -------------

Net income                                   $     799,299  $     758,952
                                             =============  =============


Net income
   per Class A Beneficiary Interest          $        0.95  $        0.90
                                             =============  =============
   per Class B Beneficiary Interest          $        0.17  $        0.16
                                             =============  =============
Cash distributions declared
   per Class A Beneficiary Interest          $           -  $           -
                                             =============  =============
   per Class B Beneficiary Interest          $           -  $           -
                                             =============  =============
</TABLE>











   The accompanying notes are an integral part of these financial statements.
<PAGE>



                             AFG INVESTMENT TRUST B

                  STATEMENT OF CHANGES IN PARTICIPANTS' CAPITAL

                    FOR THE THREE MONTHS ENDED MARCH 31, 2002

                                   (UNAUDITED)
<TABLE>
<CAPTION>

<S>                            <C>               <C>               <C>                    <C>               <C>
                               Managing          Special
                               Trustee           Beneficiary       Class A Beneficiaries                    Class B Beneficiaries
                               Amount            Amount            Interests              Amount            Interests-
                               ----------------  ----------------  ---------------------  ----------------  ---------------------
 Balance at December 31, 2001  $            735  $          6,066                582,017  $      8,556,689              1,000,961

   Net income                             7,993            65,942                      -           553,348                      -
                               ----------------  ----------------  ---------------------  ----------------  ---------------------

 Balance at March 31, 2002     $          8,728  $         72,008                582,017  $      9,110,037              1,000,961
                               ================  ================  =====================  ================  =====================

<S>                            <C>               <C>                <C>

                                                 Treasury
                               Amount            Interests          Total
                               ----------------  -----------------  ----------------
 Balance at December 31, 2001  $         15,824  $       (791,375)  $      7,787,939

   Net income                           172,016                 -            799,299
                               ----------------  -----------------  ----------------

 Balance at March 31, 2002     $        187,840  $       (791,375)  $      8,587,238
                               ================  =================  ================
</TABLE>


















   The accompanying notes are an integral part of these financial statements.

<PAGE>


                             AFG INVESTMENT TRUST B

                             STATEMENT OF CASH FLOWS

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                              2002            2001
                                                          ------------    ------------
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES
<S>                                                      <C>             <C>
Net income                                               $     799,299   $     758,952
Adjustments to reconcile net income to net
 cash used in operating activities:
  Depreciation and amortization                                 15,254          32,662
  Gain on sale of equipment                                          -         (69,862)
  Income from equity interests                                (844,296)       (808,250)
Changes in assets and liabilities:
  Rents receivable                                                (872)         (7,248)
  Accounts receivable - affiliate                               15,368          90,364
  Guarantee fee receivable                                           -          (9,919)
  Interest receivable                                                -          (2,359)
  Other assets                                                 (12,512)         (7,990)
  Accrued interest                                                 252           6,167
  Accrued liabilities                                          (45,570)        (85,273)
  Accrued liabilities - affiliates                             (47,177)         32,316
  Other liabilities                                                  -           2,000
  Deferred rental income                                             -          (6,305)
                                                         --------------  --------------
    Net cash used in operating activities                     (120,254)        (74,745)
                                                         --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES

Proceeds from equipment sales                                        -         102,525
Dividends received from MILPI Holdings, LLC                    444,311               -
Interest in MILPI Holdings, LLC                                      -      (4,158,696)
                                                         --------------  --------------
    Net cash provided by (used in) investing activities        444,311      (4,056,171)
                                                         --------------  --------------

CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES

Principal payments - notes payable                             (27,491)        (22,689)
                                                         --------------  --------------
    Net cash used in financing activities                      (27,491)        (22,689)
                                                         --------------  --------------

Net increase (decrease) in cash and cash equivalents           296,566      (4,153,605)
Cash and cash equivalents at beginning of period               899,569       5,126,793
                                                         --------------  --------------
Cash and cash equivalents at end of period               $   1,196,135   $     973,188
                                                         ==============  ==============

SUPPLEMENTAL INFORMATION

Cash paid during the period for interest                 $       7,064   $       3,855
                                                         ==============  ==============
</TABLE>









   The accompanying notes are an integral part of these financial statements.
<PAGE>



                             AFG INVESTMENT TRUST B

                        NOTES TO THE FINANCIAL STATEMENTS

                                 MARCH 31, 2002

                                   (UNAUDITED)

NOTE  1  -  BASIS  OF  PRESENTATION
-----------------------------------

The  financial  statements  presented  herein  are  prepared  in conformity with
generally accepted accounting principles and the instructions for preparing Form
10-Q  under  Rule  10-01  of  Regulation  S-X  of  the  Securities  and Exchange
Commission  and  are  unaudited.  As  such,  these  financial  statements do not
include  all  information  and  footnote  disclosures  required  under generally
accepted  accounting  principles  for  complete  financial  statements  and,
accordingly, the accompanying financial statements should be read in conjunction
with  the  footnotes  presented  in  the 2001 Annual Report (Form 10-K/A) of AFG
Investment Trust B (the "Trust").  Except as disclosed herein, there has been no
material change to the information presented in the footnotes to the 2001 Annual
Report  included  in  Form  10-K/A.

In  the  opinion  of  management,  all  adjustments  (consisting  of  normal and
recurring  adjustments)  considered  necessary  to  present fairly the financial
position  at  March 31, 2002 and December 31, 2001 and results of operations for
the three months ended March 31, 2002 and 2001 have been made and are reflected.

On  May  16,  2002, the Trust filed Form 10-K/A with the Securities and Exchange
Commission  to restate its financial statements for the years ended December 31,
2001  and  2000.  The  financial position, results of operations, and cash flows
for  the interim periods of 2001 disclosed herein reflect the revised amounts as
reported  in  the  2001  Form  10-K/A.


NOTE  2  -  REVENUE  RECOGNITION
--------------------------------

Rents  are  payable  to  the  Trust  monthly,  quarterly or semi-annually and no
significant  amounts  are  calculated on factors other than the passage of time.
The  leases are accounted for as operating leases and are noncancellable.  Rents
received prior to their due dates are deferred.  In certain instances, the Trust
may  enter primary-term, renewal or re-lease agreements, which expire beyond the
Trust's  anticipated  dissolution  date.  This  circumstance  is not expected to
prevent  the  orderly  wind-up  of  the  Trust's business activities as AFG ASIT
Corporation,  the managing trustee of the Trust (the "Managing Trustee") and the
Trust's Advisor would seek to sell the then-remaining equipment assets either to
the  lessee  or to a third party, taking into consideration the amount of future
noncancellable  rental  payments associated with the attendant lease agreements.
Future  minimum  rents  of  $444,764  are  due  as  follows:
<TABLE>
<CAPTION>

<S>                            <C>    <C>
For the year ending March 31,   2003  $144,071
                                2004   139,441
                                2005   138,216
                                2006    23,036
                                      --------

                               Total  $444,764
                                      ========
</TABLE>



NOTE  3  -  EQUIPMENT
---------------------

The  following  is  a summary of equipment owned by the Trust at March 31, 2002.
Remaining  Lease  Term  (Months), as used below, represents the number of months
remaining from March 31, 2002 under contracted lease terms and is presented as a
range  when  more  than one lease agreement is contained in the stated equipment
category.  A  Remaining  Lease Term equal to zero reflects equipment either held
for  sale  or  re-lease  or  being  leased  on  a  month-to-month  basis.
<TABLE>
<CAPTION>

<S>                                            <C>          <C>
                                               Remaining
                                               Lease Term   Equipment
Equipment Type                                    (Months)  at Cost
---------------------------------------------  -----------  ------------

Aircraft                                                39  $ 1,239,741
Computer and peripherals                                 0    1,026,842
Materials handling                                     0-9      714,086
Trailers/intermodal containers                           0       56,976
Manufacturing                                            0       41,694
                                                            ------------
   Total equipment cost                                       3,079,339
   Accumulated depreciation                                  (2,190,940)
                                                            ------------
   Equipment, net of accumulated depreciation               $   888,399
                                                            ============
</TABLE>


At  March  31, 2002, the Trust's equipment portfolio included equipment having a
proportionate  original  cost  of  approximately  $2,120,000,  representing
approximately  69%  of  total  equipment  cost.

Certain  of  the equipment and related lease payment streams were used to secure
the  Trust's loan with a third party lender.  The preceding summary of equipment
includes leveraged equipment having an original cost of approximately $1,240,000
and  a  net  book  value  of  approximately  $886,000  at  March  31,  2002.

At  March  31,  2002,  the  cost of fully depreciated equipment held for sale or
re-lease  was  approximately  $859,000. The Managing Trustee is actively seeking
the  sale  or  re-lease of all equipment not on lease.  In addition, the summary
above  includes  equipment  being  leased  on  a  month-to-month  basis.

NOTE  4  -  INTEREST  IN  EFG  KIRKWOOD  LLC
--------------------------------------------

On  May  1,  1999,  the  Trust  and  three  affiliated  trusts (collectively the
"Trusts")  and Semele Group Inc. ("Semele") formed a joint venture, EFG Kirkwood
LLC  ("EFG  Kirkwood"),  for the purpose of acquiring preferred and common stock
interests in Kirkwood Associates Inc. ("KAI").  The Trusts collectively own 100%
of  the Class A membership interests in EFG Kirkwood and Semele owns 100% of the
Class  B membership interests in EFG Kirkwood.  The Class A interest holders are
entitled  to  certain  preferred  returns  prior to distribution payments to the
Class  B  interest holder.  The Trusts' interests in EFG Kirkwood constitute 50%
of  the  voting  securities of that entity under the operating agreement for the
LLC,  which  gives  equal  voting  rights  to  Class  A  and  Class B membership
interests.  The  Managing  Trustee  is  the  manager  of  EFG  Kirkwood.

On April 30, 2000, KAI's ownership interests in certain assets and substantially
all  of  its  liabilities  were  transferred  to  Mountain  Resort  Holdings LLC
("Mountain  Resort").  On  May  1,  2000, EFG Kirkwood exchanged its interest in
KAI's common and preferred stock for corresponding pro-rata membership interests
in  Mountain  Resort.  EFG  Kirkwood  holds  approximately 38% of the membership
interests  in  Mountain  Resort.  Mountain  Resort,  through  four  wholly owned
subsidiaries,  owns  and  operates  the  Kirkwood  Mountain Resort, a ski resort
located  in  northern  California,  a  public  utility  that  services the local
community, and land that is held for residential and commercial development. The
Trust  holds  20%  of  EFG  Kirkwood's  Class  A  membership  interests.

On  May  1,  2000,  EFG  Kirkwood  acquired  50%  of the membership interests in
Mountain  Springs  Resorts LLC ("Mountain Springs"). Mountain Springs, through a
wholly owned subsidiary, owns 80% of the common membership interests and 100% of
the  Class B Preferred membership interests in an entity that owns the Purgatory
Ski  Resort  ("Purgatory")  in  Durango,  Colorado.

The  Trust's  ownership  interest  in  EFG  Kirkwood  had  an  original  cost of
$1,997,076;  including a 1% acquisition fee of $19,773 paid to EFG.  The Trust's
ownership interest in EFG Kirkwood is accounted for on the equity method and the
Trust recorded income of $734,354 and $785,674 for the three month periods ended
March  31,  2002  and 2001, respectively, representing its pro-rata share of the
net  income  of  EFG  Kirkwood.

The  table  below  provides  comparative  summarized  income  statement data for
Mountain  Resort  and  the Purgatory Ski Resort for the three months ended March
31, 2002 and 2001.  The operating companies have different fiscal year end dates
than  the  Trust.  Therefore,  the  operating  results  shown  below  have  been
conformed  to  the  three  months  ended  March  31,  2002  and  2001.
<TABLE>
<CAPTION>


                           Three           Three
                        months ended    months ended
                         March 31,       March 31,
                            2002            2001
                       --------------  --------------
<S>                    <C>             <C>
Mountain Resort:
Total revenues         $  16,405,337   $  16,160,809
Total expenses           (11,205,448)    (11,283,226)
Income taxes                  (5,804)             --
                       --------------  --------------
Net income             $   5,194,085   $   4,877,583
                       ==============  ==============

Purgatory Ski Resort:
Total revenues         $   9,403,054   $  10,386,704
Total expenses            (6,108,520)     (5,977,723)
                       --------------  --------------
Net income             $   3,294,534   $   4,408,981
                       ==============  ==============
</TABLE>



NOTE  5  -  INTEREST  IN  MILPI  HOLDINGS,  LLC
-----------------------------------------------

In  December 2000, the Trusts formed MILPI, which formed MILPI Acquisition Corp.
("MILPI  Acquisition),  a  wholly  owned  subsidiary  of  MILPI.  The  Trusts
collectively  paid $1.2 million for their membership interest in MILPI ($240,000
for  the  Trust)  and  MILPI  purchased  the  shares of MILPI Acquisition for an
aggregate  purchase  price  of  $1.2  million  at  December  31,  2000.  MILPI
Acquisition  entered  into  a  definitive  agreement  (the "Agreement") with PLM
International, Inc., ("PLM"), an equipment leasing and asset management company,
for  the purpose of acquiring up to 100% of the outstanding common stock of PLM,
for  an  approximate purchase price of up to $27 million. In connection with the
acquisition, on December 29, 2000, MILPI Acquisition commenced a tender offer to
purchase  any  and  all  of  PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The Trust had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  Under the terms of the Agreement,
with  the  approval  of  the holders of 50.1% of the outstanding common stock of
PLM,  MILPI  Acquisition  would  merge  into  PLM,  with PLM being the surviving
entity. The merger was completed when MILPI obtained approval of the merger from
PLM's  shareholders  pursuant  to a special shareholders' meeting on February 6,
2002.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

At March 31, 2002, the Trust has a 16.67% membership interest in MILPI having an
original  cost of $4,437,644. The cost of the Trust's interest in MILPI reflects
MILPI's cost of acquiring the common stock of PLM, including the amount paid for
the  shares tendered of $4,355,145, capitalized transaction costs of $38,948 and
a  1%  acquisition  fee  paid to a wholly-owned subsidiary of Semele of $43,551.
The  Trust  capitalized  these  transaction costs, of which $1,627 was amortized
during  the  quarter  ended  March  31, 2001.  Statement of Financial Accounting
Standards  No.  142, "Goodwill and Other Intangible Assets" ("SFAS No. 142") was
effective for the Trust as of January 1, 2002 and requires the discontinuance of
goodwill  amortization  as  of  January 1, 2002.  SFAS No. 142 also requires the
Trust to complete a transitional goodwill impairment test within six months from
January  1, 2002, the date of adoption.  The Trust believes the adoption of SFAS
No.  142  will  not  have  a  material  impact  on  its  financial  statements.

Equis  II  Corporation  has  voting  control of the Trusts and owns the Managing
Trustee  of  the  Trusts.  Semele  owns Equis II Corporation.  Mr. Engle and Mr.
Coyne,  who  are  a director and an officer of the Trust, respectively, are also
officers  and  directors of, and own significant stock in, Semele.  In addition,
Mr.  Engle  and  Mr.  Coyne  are  officers  and  directors of MILPI Acquisition.

The  Trust's  ownership  interest in MILPI is accounted for on the equity method
and  the Trust recorded income of $109,942 and $22,576, respectively, during the
three  month  periods  ended  March 31, 2002 and 2001, representing its pro-rata
share  of  the  net income of MILPI.  On March 12, 2002, PLM declared and paid a
cash  dividend  to MILPI of approximately $2.7 million.  MILPI then declared and
paid  a  cash dividend of approximately $2.7 million, of which the Trust's share
was  $444,311.

The  table  below  provides  summarized  income statement data for MILPI for the
three  months  ended March 31, 2002 and 2001.  As discussed above, approximately
83%  of  PLM's  common  stock  was  acquired in February 2001 with the remaining
interest  acquired  in  February  2002.
<TABLE>
<CAPTION>


                              Three months      Three months
                                 ended             ended
                             March 31, 2002    March 31, 2001
                            ----------------  ----------------
<S>                         <C>               <C>
Total revenues              $     1,702,041   $     3,206,716
Total expenses                     (885,179)       (1,895,332)
                            ----------------  ----------------
Income before income taxes          816,862         1,311,384
Provision for income taxes         (263,847)         (254,000)
                            ----------------  ----------------

Net income                  $       553,015   $     1,057,384
                            ================  ================
</TABLE>



NOTE  6  -  RELATED  PARTY  TRANSACTIONS
----------------------------------------

All  operating  expenses  incurred by the Trust are paid by EFG on behalf of the
Trust  and EFG is reimbursed at its actual cost for such expenditures.  Fees and
other  costs  incurred  during  the three month periods ended March 31, 2002 and
2001,  which  were paid or accrued by the Trust to EFG or its Affiliates, are as
follows:
<TABLE>
<CAPTION>


                                  2002      2001
                                 -------  --------
<S>                              <C>      <C>
Acquisition fees                 $     -  $ 43,551
Management fees                   19,026    16,836
Administrative charges            50,503    26,040
Reimbursable operating expenses
   due to third parties           20,369   189,659
                                 -------  --------

          Total                  $89,898  $276,086
                                 =======  ========
</TABLE>


All  rents  and  proceeds from the sale of equipment are paid directly to either
EFG  or  to  a  lender.  EFG  temporarily deposits collected funds in a separate
interest-bearing  escrow account prior to remittance to the Trust.  At March 31,
2002,  the Trust was owed $8,568 by EFG for such funds and the interest thereon.
These  funds  were  remitted  to  the  Trust  in  April  2002.

NOTE  7  -  NOTES  PAYABLE
--------------------------

Notes  payable  at  March  31,  2002  consisted  of  a 7.03% fixed interest rate
installment  note  of  $392,536  payable  to  an  institutional  lender.  The
installment  note  is non-recourse and is collateralized by the Trust's interest
in  an aircraft leased to Aerovias de Mexico, S.A. de C.V. and the assignment of
the  related  lease  payments, as discussed below.  The Trust makes monthly debt
and  interest payments and the debt will be fully amortized at the expiration of
the  related  lease  term  in  June  2005.



Management  believes  that  the carrying amount of the note payable approximates
fair  value  at  March 31, 2002 based on its experience and understanding of the
market  for  instruments  with  similar  terms.

The  annual  maturities  of  the  note  are  as  follows:
<TABLE>
<CAPTION>

<S>                              <C>    <C>
  For the year ending March 31,   2003  $113,756
                                  2004   122,335
                                  2005   131,259
                                  2006    25,186
                                        --------
                                 Total  $392,536
                                        ========
</TABLE>




NOTE  8  -  CONTINGENCIES
-------------------------

The  Investment  Company  Act  of  1940  (the  "Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Trust  has  active  business operations in the financial services industry,
primarily  equipment  leasing,  and  in  the  real  estate  industry through its
interest  in  EFG  Kirkwood.  The  Trust does not intend to engage in investment
activities  in a manner or to an extent that would require the Trust to register
as  an  investment company under the Act. However, it is possible that the Trust
unintentionally  may  have  engaged,  or may engage in an activity or activities
that  may  be  construed  to  fall within the scope of the Act. If the Trust was
determined  to  be  an  investment  company,  its  business  would  be adversely
affected. The Managing Trustee has been engaged in discussions with the staff of
the Securities and Exchange Commission regarding whether or not the Trust may be
an  inadvertent  investment  company  by  virtue  of  its  recent  acquisition
activities.  The staff has informed the Trust that it believes that it may be an
unregistered  investment  company  within  the meaning of the Act.  Although the
Trust,  after  consulting  with  counsel,  does  not  believe  that  it  is  an
unregistered investment company, the Trust has agreed to liquidate its assets in
order  to  resolve  the  matter  with the staff.  Accordingly, as of December 6,
2001,  the  Managing Trustee of the Trust resolved to cause the Trust to dispose
of  its assets prior to December 31, 2003.  Upon consummation of the sale of its
assets, the Trust will be dissolved and the proceeds thereof will be applied and
distributed  in  accordance  with  the  terms  of  the  Trust  Agreement.

NOTE  9  -  OPERATING  SEGMENTS
-------------------------------

 The  Trust  has  two  principal operating segments: 1) Equipment Leasing and 2)
Real  Estate  Ownership, Development & Management. The Equipment Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI Holdings, LLC ("MILPI"), which owns 100% of PLM International,
Inc.,  ("PLM") an equipment leasing and asset management company.  From February
2001  to  February  6,  2002,  MILPI,  through  a wholly owned subsidiary, owned
approximately  83%  of  PLM.  The  Real  Estate  segment includes the ownership,
management  and  development  of commercial properties, recreational properties,
condominiums,  interval ownership units, townhomes, single family homes and land
sales  through  the  Trust's  ownership  interests  in  EFG  Kirkwood.

The  Trust's  reportable  segments  offer different products or services and are
managed  separately  because  each  requires  different operating strategies and
management  expertise.  There  are  no material intersegment sales or transfers.

Segment information for the quarters ended March 31, 2002 and 2001 is summarized
below.
<TABLE>
<CAPTION>


                                           2002        2001
                                        ----------  ----------
<S>                                     <C>         <C>
Total Income (1):
   Equipment leasing                    $   67,471  $  225,921
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $   67,471  $  225,921
                                        ==========  ==========

Operating Expenses, Management Fees
and Other Expenses:
   Equipment leasing                    $   84,835  $  227,135
   Real estate                               5,063       5,400
                                        ----------  ----------
     Total                              $   89,898  $  232,535
                                        ==========  ==========

Interest Expense:
   Equipment leasing                    $    7,316  $   10,022
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $    7,316  $   10,022
                                        ==========  ==========

Depreciation and Amortization Expense:
   Equipment leasing                    $   15,254  $   32,662
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $   15,254  $   32,662
                                        ==========  ==========

 Equity Interests:
   Equipment leasing                    $  109,942  $   22,576
   Real estate                             734,354     785,674
                                        ----------  ----------
     Total                              $  844,296  $  808,250
                                        ==========  ==========

 Net Income:                            $  799,299  $  758,952
                                        ==========  ==========

 Capital Expenditures:
   Equipment leasing                    $        -  $4,158,696
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $        -  $4,158,696
                                        ==========  ==========

 Assets:
   Equipment leasing                    $6,883,547  $6,729,123
   Real estate                           2,235,722   2,600,573
                                        ----------  ----------
     Total                              $9,119,269  $9,329,696
                                        ==========  ==========
</TABLE>


(1)  Includes  equipment  leasing  revenue of $63,310 and $108,001 for the three
months  ended  March  31,  2002  and  2001,  respectively.

Three  months  ended March 31, 2002 compared to the three months ended March 31,
--------------------------------------------------------------------------------
2001:
-----

Results  of  Operations
-----------------------

Equipment  Leasing
------------------

For the three months ended March 31, 2002, the Trust recognized lease revenue of
$63,310  compared  to  $108,001  for same period in 2001.  The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

The Trust's equipment portfolio includes certain assets in which the Trust holds
a  proportionate ownership interest.  In such cases, the remaining interests are
owned  by  Equis  Financial  Group  Limited Partnership, a Massachusetts limited
partnership,  ("EFG")  or  an  affiliated equipment leasing program sponsored by
EFG.  Proportionate  equipment  ownership enables the Trust to further diversify
its  equipment  portfolio  by participating in the ownership of selected assets,
thereby  reducing  the  general  levels  of  risk,  which  could  result  from a
concentration  in  any single equipment type, industry or lessee.  The Trust and
each  affiliate individually report, in proportion to their respective ownership
interests,  their  respective  shares  of  assets,  liabilities,  revenues,  and
expenses  associated  with  the  equipment.

Interest income for the three months ended March 31, 2002 was $4,161 compared to
$38,139  for  the  same  period in 2001.  Generally interest income is generated
from the temporary investment of rental receipts and equipment sales proceeds in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the three months ended March 31, 2001, the Trust sold equipment having a
net  book  value  of $32,663 to existing lessees and third parties.  These sales
resulted  in  a  net  gain,  for  financial  statement  purposes,  of  $69,862.

It  cannot  be determined whether future sales of equipment will result in a net
gain or a net loss to the Trust, as such transactions will be dependent upon the
condition  and type of equipment being sold and its marketability at the time of
sale.  In  addition, the amount of gain or loss reported for financial statement
purposes  is  partly  a  function  of  the  amount  of  accumulated depreciation
associated  with  the  equipment  being  sold.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous to the Trust and which will maximize
total  cash  returns  for  each  asset.

The  total  economic  value  realized  upon  final  disposition of each asset is
comprised  of all primary lease term revenue generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis.  The Trust classifies such
residual  rental payments as lease revenue.  Consequently, the amount of gain or
loss  reported  in the financial statements is not necessarily indicative of the
total  residual  value  the  Trust  achieved  from  leasing  the  equipment.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  quarter  ended  March  31,  2001,  the Trust
recognized  income of $9,919 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $15,254 and $31,035 for the three months ended March
31,  2002  and  2001,  respectively.  For  financial  reporting purposes, to the
extent  that  an  asset is held on primary lease term, the Trust depreciates the
difference  between  (i)  the  cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.

Interest  expense  was  $7,316  and $10,022 for the three months ended March 31,
2002  and 2001, respectively.  Interest expense will continue to decrease in the
future  as  the  principal  balance  of  notes  payable  is  reduced through the
application  of  rent  receipts  to  outstanding  debt.

Management  fees  related  to equipment leasing were $13,963 and $11,436 for the
three  months  ended March 31, 2002 and 2001, respectively.  Management fees are
based on 5% of gross lease revenue generated by operating leases and 2% of gross
lease  revenue  generated by full payout leases, subject to certain limitations.

Operating expenses were $70,872 and $215,699 during the three months ended March
31,  2002  and  2001,  respectively.  In  2001,  operating  expenses  included
approximately  $40,000 for ongoing legal matters and also included approximately
$66,000  of costs reimbursed to EFG as a result of the successful acquisition of
the  PLM  common  stock  by  MILPI  Acquisition  Corp. ("MILPI Acquisition"), as
discussed  below.  In  conjunction with the acquisition of the PLM common stock,
EFG  became  entitled  to  recover  certain  out of pocket expenses which it had
previously  incurred.  Other  operating  expenses  consist  primarily  of
administrative  charges,  professional  service  costs,  such as audit and legal
fees,  as well as printing, distribution and remarketing expenses. The amount of
future  operating  expenses  cannot  be  predicted with certainty; however, such
expenses  are  usually higher during the acquisition and liquidation phases of a
trust.  Other  fluctuations typically occur in relation to the volume and timing
of  remarketing  activities.

During the three months ended March 31, 2002 and 2001, the Trust recorded income
of  $109,942  and  $22,576,  respectively, from its ownership interest in MILPI.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of  accounting.  The  Trust recorded $1,627 of amortization
expense for the three months ended March 31, 2001, which related to the goodwill
recorded  at  the  time  of  the  acquisition  of  the PLM common stock by MILPI
Acquisition.   Statement  of  Financial  Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS No. 142"), was effective for the Trust as of
January  1,  2002 and requires the discontinuance of goodwill amortization as of
January  1,  2002.  SFAS  No.  142  also  requires  the  Trust  to  complete  a
transitional  goodwill  impairment  test within six months from January 1, 2002,
the  date of adoption.  The Trust believes the adoption of SFAS No. 142 will not
have  a  material  impact  on its financial statements.  The Trust's income from
MILPI  results  from  MILPI's ownership of PLM common stock acquired in February
2001.  PLM  is  an  equipment  leasing  and  asset  management  company.

MILPI
-----

During  the  three  months  ended  March  31,  2002  and  2001, MILPI recognized
operating  revenues  of  approximately  $1,702,000 and $3,207,000, respectively.
Revenues  for  the three months ended March 31, 2002 are comprised of management
fees  of approximately $1,498,000, interest income of approximately $137,000 and
$67,000  of  operating  lease income.  Revenues for the three months ended March
31,  2001  were  comprised  primarily  of  management  fees  of  approximately
$2,209,000,  commissions  and  other  fees  of  approximately $185,000, interest
income  of  approximately  $300,000  and operating lease income of approximately
$513,000.

During  the  three  months  ended  March 31, 2002 and 2001, MILPI incurred total
operating  expenses  of  approximately  $885,000  and  $1,895,000, respectively.
Operating  expenses  for  the three months ended March 31, 2002 are comprised of
operations  support  expenses  of  approximately  $815,000  and depreciation and
amortization  of  approximately  $70,000.  For  the three months ended March 31,
2001,  operating  expenses  were  comprised  primarily  of operating expenses of
approximately  $1,652,000  and  depreciation  and  amortization of approximately
$243,000.

MILPI  also  incurred  income tax expense of approximately $264,000 and $254,000
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.


Real  Estate
------------

Management fees for non-equipment assets were $5,063 and $5,400 for the quarters
ended  March  31, 2002 and 2001, respectively. Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

The  Trust owns 20% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated trusts, and Semele Group Inc.
("Semele").  AFG  ASIT  Corporation,  the  Managing  Trustee  of the Trust and a
subsidiary  of  Semele,  also  is  the  manager  of  EFG  Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

     Mountain  Resort  Holdings  LLC  ("Mountain  Resort")  and
     Mountain  Springs  Resort  LLC  ("Mountain  Springs").

Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest  in  DSC/Purgatory  LLC ("Purgatory") in Durango,
Colorado.

For the three months ended March 31, 2002 and 2001, the Trust recorded income of
$734,354  and  $785,674,  respectively,  from  its  ownership  interest  in  EFG
Kirkwood.  This  income  represents  the  Trust's share of the net income of EFG
Kirkwood  recorded  under  the equity method of accounting.  Due to the seasonal
nature  of  EFG Kirkwood's operations, the financial results of the three months
ended March 31, 2002 and 2001 are not indicative of future periods.  These three
month  periods  include  the  periods  of  peak income activity for the resorts.

Mountain  Resort
----------------

Mountain Resort is primarily a ski and mountain recreation resort with more than
2,000 acres of terrain, located approximately 32 miles south of Lake Tahoe.  The
resort  receives  approximately  70% of its revenues from winter ski operations,
primarily ski, lodging, retail and food and beverage services with the remainder
of  the  revenues  generated  from summer outdoor activities, including mountain
biking,  hiking  and  other  activities.  Other operations include a real estate
development  division, which has developed and is managing a 40-unit condominium
residential  and commercial building, an electric and gas utility company, which
operates  as  a regulated utility company and provides electric and gas services
to  the  Kirkwood  community,  and  a  real  estate  brokerage  company.

During  the  three  months  ended March 31, 2002, Mountain Resort recorded total
revenues  of approximately $16,405,000 compared to approximately $16,161,000 for
the  same  period  in 2001.  The increase in total revenues from 2001 to 2002 of
$244,000  is the result an increase in ski-related revenues offset by a decrease
in  residential-related  revenues.

Ski-related  revenues  increased  approximately  $2,304,000.  The  increase  in
ski-related revenues resulted from improved weather conditions during the winter
season,  which  attracted  more  skiers.

Residential-related  and  other  operations  revenues  decreased  approximately
$2,059,000 for the three months ended 2002 as compared to 2001.  The decrease in
residential-related  and other operations revenues was primarily attributable to
a  reduction  in  the  number of condominium sales during 2002 compared to 2001.

During  the three months ended March 31, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $11,205,000 and $11,283,000, respectively.  The
decrease  in total expenses of approximately $78,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related  expenses.

Ski-related  expenses  increased  approximately  $1,659,000  as  a  result of an
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased approximately $1,737,000 as a result of a
decrease  in cost of sales from condominium units sold in the three months ended
March  31, 2002 as compared to the same period in 2001, as also discussed above.

Mountain  Springs
-----------------

Purgatory is a ski and mountain recreation resort covering 2,500 acres, situated
on  40  miles  of  terrain  with  75  ski trails located near Durango, Colorado.
Purgatory  receives  the  majority  of  its revenues from winter ski operations,
primarily  ski,  lodging,  retail  and  food  and  beverage  services,  with the
remainder  of  revenues generated from summer outdoor activities, such as alpine
sliding  and  mountain  biking.

During  the three months ended March 31, 2002, Purgatory recorded total revenues
of  approximately  $9,403,000 compared to approximately $10,387,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $984,000  is  the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were  approximately $6,109,000 for the three months ended March
31,  2002 compared to approximately $5,978,000 for the same period in 2001.  The
increase in total expenses for the three months ended March 31, 2002 compared to
the same period in 2001 of approximately $131,000 is a result of the decrease in
the  number  of  skiers,  discussed  above.

<PAGE>
                                     ------

                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                         PART I.  FINANCIAL INFORMATION


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
--------------------------------------------------------------------------------
of  Operations.
---------------

Certain  statements  in  this  quarterly  report  of AFG Investment Trust B (the
"Trust")  that  are  not historical fact constitute "forward-looking statements"
within  the  meaning of the Private Securities Litigation Reform Act of 1995 and
are  subject  to  a  variety  of risks and uncertainties.  There are a number of
important  factors  that  could  cause  actual results to differ materially from
those  expressed  in  any  forward-looking statements made herein. These factors
include, but are not limited to, the collection of the Trust's contracted rents,
the  realization of residual proceeds for the Trust's equipment, the performance
of  the  Trust's  non-equipment  assets,  and  future  economic  conditions.

The  Investment  Company  Act  of  1940  (the  "Act") places restrictions on the
capital  structure  and  business activities of companies registered thereunder.
The  Trust  has  active  business operations in the financial services industry,
primarily  equipment  leasing,  and  in  the  real  estate  industry through its
interest  in  EFG  Kirkwood  LLC  ("EFG Kirkwood"). The Trust does not intend to
engage  in  investment activities in a manner or to an extent that would require
the  Trust  to  register  as an investment company under the Act. However, it is
possible  that  the  Trust unintentionally may have engaged, or may engage in an
activity  or  activities  that  may be construed to fall within the scope of the
Act. If the Trust was determined to be an investment company, its business would
be adversely affected. The Managing Trustee has been engaged in discussions with
the staff of the Securities and Exchange Commission regarding whether or not the
Trust  may  be  an  inadvertent  investment  company  by  virtue  of  its recent
acquisition  activities.  The staff has informed the Trust that it believes that
it  may  be  an  unregistered  investment company within the meaning of the Act.
Although  the  Trust, after consulting with counsel, does not believe that it is
an unregistered investment company, the Trust has agreed to liquidate its assets
in  order  to resolve the matter with the staff.  Accordingly, as of December 6,
2001,  the  Managing Trustee of the Trust resolved to cause the Trust to dispose
of  its assets prior to December 31, 2003.  Upon consummation of the sale of its
assets, the Trust will be dissolved and the proceeds thereof will be applied and
distributed  in  accordance  with  the  terms  of  the  Trust  Agreement.

Critical  Accounting  Policies  and  Estimates
----------------------------------------------

The preparation of financial statements in conformity with accounting principles
generally  accepted  in  the United States requires the Managing Trustee to make
estimates  and  assumptions  that  affect  the amounts reported in the financial
statements. On a regular basis, the Managing Trustee reviews these estimates and
assumptions  including  those  related  to  revenue recognition, asset lives and
depreciation,  impairment  of  long-lived  assets  and  contingencies.  These
estimates  are  based  on  the  Managing  Trustee's historical experience and on
various  other  assumptions  believed  to be reasonable under the circumstances.
Actual  results  may  differ from these estimates under different assumptions or
conditions.  The  Managing  Trustee  believes,  however,  that  the  estimates,
including  those  for  the  above-listed  items,  are  reasonable.

The  Managing Trustee believes the following critical accounting policies, among
others,  are  subject  to  significant  judgments  and  estimates  used  in  the
preparation  of  these  financial  statements:

Revenue Recognition:  Rents are payable to the Trust monthly or quarterly and no
--------------------
significant  amounts  are  calculated on factors other than the passage of time.
The Trust's leases are accounted for as operating leases and are noncancellable.
Rents  received  prior  to  their  due  dates  are  deferred.

Asset  lives  and depreciation method: The Trust's primary business involves the
--------------------------------------
purchase and subsequent lease of long-lived equipment.  The Trust's depreciation
policy  is  intended  to  allocate  the cost of equipment over the period during
which it produces economic benefit.  The principal period of economic benefit is
considered  to  correspond  to  each asset's primary lease term, which generally
represents  the  period  of  greatest  revenue  potential  for  each  asset.
Accordingly,  to  the  extent  that  an asset is held on primary lease term, the
Trust  depreciates the difference between (i) the cost of the asset and (ii) the
estimated  residual  value of the asset on a straight-line basis over such term.
For  purposes  of  this policy, estimated residual values represent estimates of
equipment  values  at  the  date of the primary lease expiration.  To the extent
that  an  asset  is  held  beyond its primary lease term, the Trust continues to
depreciate  the  remaining  net book value of the asset on a straight-line basis
over  the  asset's  remaining  economic  life.

Impairment  of  long-lived  assets:  On  a  regular  basis, the Managing Trustee
-----------------------------------
reviews  the net carrying value of equipment and equity investments to determine
-----
whether it can be recovered from undiscounted future cash flows.  Adjustments to
reduce  the  net  carrying  value  of  long-lived  assets  are recorded in those
instances where estimated net realizable value is considered to be less than net
carrying  value.

Contingencies  and  litigation:  The  Trust  is  subject  to  legal  proceedings
-------------------------------
involving ordinary and routine claims related to its business when quantifiable,
-------
estimates  for  losses  from litigation are made after consultation with outside
counsel.  If  estimates  of  potential  losses increase or the related facts and
circumstances  change in the future, the Trust may be required to adjust amounts
recorded  in  its  financial  statements.

Segment  Reporting
------------------

The Trust has two principal operating segments: 1) Equipment Leasing and 2) Real
Estate  Ownership,  Development  &  Management.  The  Equipment  Leasing segment
includes the management of the Trust's equipment lease portfolio and the Trust's
interest in MILPI Holdings, LLC ("MILPI"), which owns 100% of PLM International,
Inc.,  ("PLM") an equipment leasing and asset management company.  From February
2001  to  February  6,  2002,  MILPI,  through  a wholly owned subsidiary, owned
approximately  83%  of  PLM.  The  Real  Estate  segment includes the ownership,
management  and  development  of commercial properties, recreational properties,
condominiums,  interval ownership units, townhomes, single family homes and land
sales  through  the  Trust's  ownership  interests  in  EFG  Kirkwood.

The  Trust's  reportable  segments  offer different products or services and are
managed  separately  because  each  requires  different operating strategies and
management  expertise.  There  are  no material intersegment sales or transfers.

Segment information for the quarters ended March 31, 2002 and 2001 is summarized
below.
<TABLE>
<CAPTION>


                                           2002        2001
                                        ----------  ----------
<S>                                     <C>         <C>
Total Income (1):
   Equipment leasing                    $   67,471  $  225,921
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $   67,471  $  225,921
                                        ==========  ==========

Operating Expenses, Management Fees
and Other Expenses:
   Equipment leasing                    $   84,835  $  227,135
   Real estate                               5,063       5,400
                                        ----------  ----------
     Total                              $   89,898  $  232,535
                                        ==========  ==========

Interest Expense:
   Equipment leasing                    $    7,316  $   10,022
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $    7,316  $   10,022
                                        ==========  ==========

Depreciation and Amortization Expense:
   Equipment leasing                    $   15,254  $   32,662
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $   15,254  $   32,662
                                        ==========  ==========

 Equity Interests:
   Equipment leasing                    $  109,942  $   22,576
   Real estate                             734,354     785,674
                                        ----------  ----------
     Total                              $  844,296  $  808,250
                                        ==========  ==========

 Net Income:                            $  799,299  $  758,952
                                        ==========  ==========

 Capital Expenditures:
   Equipment leasing                    $        -  $4,158,696
   Real estate                                   -           -
                                        ----------  ----------
     Total                              $        -  $4,158,696
                                        ==========  ==========

 Assets:
   Equipment leasing                    $6,883,547  $6,729,123
   Real estate                           2,235,722   2,600,573
                                        ----------  ----------
     Total                              $9,119,269  $9,329,696
                                        ==========  ==========
</TABLE>


(1)  Includes  equipment  leasing  revenue of $63,310 and $108,001 for the three
months  ended  March  31,  2002  and  2001,  respectively.

Three  months  ended March 31, 2002 compared to the three months ended March 31,
--------------------------------------------------------------------------------
2001:
-----

Results  of  Operations
-----------------------

Equipment  Leasing
------------------

For the three months ended March 31, 2002, the Trust recognized lease revenue of
$63,310  compared  to  $108,001  for same period in 2001.  The decrease in lease
revenue from 2001 to 2002 resulted primarily from lease term expirations and the
sale  of  equipment.  Future  lease  term  expirations  and equipment sales will
result  in  a  reduction  in  the  lease  revenue  recognized.

The Trust's equipment portfolio includes certain assets in which the Trust holds
a  proportionate ownership interest.  In such cases, the remaining interests are
owned  by  Equis  Financial  Group  Limited Partnership, a Massachusetts limited
partnership,  ("EFG")  or  an  affiliated equipment leasing program sponsored by
EFG.  Proportionate  equipment  ownership enables the Trust to further diversify
its  equipment  portfolio  by participating in the ownership of selected assets,
thereby  reducing  the  general  levels  of  risk,  which  could  result  from a
concentration  in  any single equipment type, industry or lessee.  The Trust and
each  affiliate individually report, in proportion to their respective ownership
interests,  their  respective  shares  of  assets,  liabilities,  revenues,  and
expenses  associated  with  the  equipment.

Interest income for the three months ended March 31, 2002 was $4,161 compared to
$38,139  for  the  same  period in 2001.  Generally interest income is generated
from the temporary investment of rental receipts and equipment sales proceeds in
short-term  instruments.  The  amount  of  future interest income is expected to
fluctuate  as  a  result  of  changing  interest  rates  and  the amount of cash
available  for  investment,  among  other  factors.

During  the three months ended March 31, 2001, the Trust sold equipment having a
net  book  value  of $32,663 to existing lessees and third parties.  These sales
resulted  in  a  net  gain,  for  financial  statement  purposes,  of  $69,862.

It  cannot  be determined whether future sales of equipment will result in a net
gain or a net loss to the Trust, as such transactions will be dependent upon the
condition  and type of equipment being sold and its marketability at the time of
sale.  In  addition, the amount of gain or loss reported for financial statement
purposes  is  partly  a  function  of  the  amount  of  accumulated depreciation
associated  with  the  equipment  being  sold.

The  ultimate  realization  of  residual  value  for  any  type  of equipment is
dependent  upon  many  factors,  including  EFG's  ability  to sell and re-lease
equipment.  Changing market conditions, industry trends, technological advances,
and  many  other  events can converge to enhance or detract from asset values at
any  given  time.  EFG  attempts  to  monitor these changes in order to identify
opportunities  which  may  be  advantageous to the Trust and which will maximize
total  cash  returns  for  each  asset.

The  total  economic  value  realized  upon  final  disposition of each asset is
comprised  of all primary lease term revenue generated from that asset, together
with its residual value.  The latter consists of cash proceeds realized upon the
asset's  sale  in  addition to all other cash receipts obtained from renting the
asset on a re-lease, renewal or month-to-month basis.  The Trust classifies such
residual  rental payments as lease revenue.  Consequently, the amount of gain or
loss  reported  in the financial statements is not necessarily indicative of the
total  residual  value  the  Trust  achieved  from  leasing  the  equipment.

On March 8, 2000, the Trust and three affiliated trusts entered into a guarantee
agreement  whereby  the  trusts,  jointly  and severally, guaranteed the payment
obligations  under  a  master lease agreement between Echelon Commercial LLC, as
lessee,  and Heller Affordable Housing of Florida, Inc., and two other entities,
as  lessor.  During  the  year  ended December 31, 2001, the requirements of the
guarantee  agreement  were  met,  the Trust received payment for all outstanding
amounts  due  thereunder  and  the  Trust  has  no further obligations under the
guarantee  agreement.  During  the  quarter  ended  March  31,  2001,  the Trust
recognized  income of $9,919 related to the guarantee fee.  The guarantee fee is
reflected  as  Other  Income  on  the  accompanying  Statement  of  Operations.

Depreciation  expense  was  $15,254 and $31,035 for the three months ended March
31,  2002  and  2001,  respectively.  For  financial  reporting purposes, to the
extent  that  an  asset is held on primary lease term, the Trust depreciates the
difference  between  (i)  the  cost of the asset and (ii) the estimated residual
value  of  the  asset  on a straight-line basis over such term.  For purposes of
this  policy,  estimated residual values represent estimates of equipment values
at  the  date  of primary lease expiration.  To the extent that an asset is held
beyond  its  primary lease term, the Trust continues to depreciate the remaining
net  book value of the asset on a straight-line basis over the asset's remaining
economic  life.

Interest  expense  was  $7,316  and $10,022 for the three months ended March 31,
2002  and 2001, respectively.  Interest expense will continue to decrease in the
future  as  the  principal  balance  of  notes  payable  is  reduced through the
application  of  rent  receipts  to  outstanding  debt.

Management  fees  related  to equipment leasing were $13,963 and $11,436 for the
three  months  ended March 31, 2002 and 2001, respectively.  Management fees are
based on 5% of gross lease revenue generated by operating leases and 2% of gross
lease  revenue  generated by full payout leases, subject to certain limitations.

Operating expenses were $70,872 and $215,699 during the three months ended March
31,  2002  and  2001,  respectively.  In  2001,  operating  expenses  included
approximately  $40,000 for ongoing legal matters and also included approximately
$66,000  of costs reimbursed to EFG as a result of the successful acquisition of
the  PLM  common  stock  by  MILPI  Acquisition  Corp. ("MILPI Acquisition"), as
discussed  below.  In  conjunction with the acquisition of the PLM common stock,
EFG  became  entitled  to  recover  certain  out of pocket expenses which it had
previously  incurred.  Other  operating  expenses  consist  primarily  of
administrative  charges,  professional  service  costs,  such as audit and legal
fees,  as well as printing, distribution and remarketing expenses. The amount of
future  operating  expenses  cannot  be  predicted with certainty; however, such
expenses  are  usually higher during the acquisition and liquidation phases of a
trust.  Other  fluctuations typically occur in relation to the volume and timing
of  remarketing  activities.

During the three months ended March 31, 2002 and 2001, the Trust recorded income
of  $109,942  and  $22,576,  respectively, from its ownership interest in MILPI.
This  income  represents the Trust's share of net income of MILPI recorded under
the  equity  method  of  accounting.  The  Trust recorded $1,627 of amortization
expense for the three months ended March 31, 2001, which related to the goodwill
recorded  at  the  time  of  the  acquisition  of  the PLM common stock by MILPI
Acquisition.   Statement  of  Financial  Accounting Standards No. 142, "Goodwill
and Other Intangible Assets" ("SFAS No. 142"), was effective for the Trust as of
January  1,  2002 and requires the discontinuance of goodwill amortization as of
January  1,  2002.  SFAS  No.  142  also  requires  the  Trust  to  complete  a
transitional  goodwill  impairment  test within six months from January 1, 2002,
the  date of adoption.  The Trust believes the adoption of SFAS No. 142 will not
have  a  material  impact  on its financial statements.  The Trust's income from
MILPI  results  from  MILPI's ownership of PLM common stock acquired in February
2001.  PLM  is  an  equipment  leasing  and  asset  management  company.

MILPI
-----

During  the  three  months  ended  March  31,  2002  and  2001, MILPI recognized
operating  revenues  of  approximately  $1,702,000 and $3,207,000, respectively.
Revenues  for  the three months ended March 31, 2002 are comprised of management
fees  of approximately $1,498,000, interest income of approximately $137,000 and
$67,000  of  operating  lease income.  Revenues for the three months ended March
31,  2001  were  comprised  primarily  of  management  fees  of  approximately
$2,209,000,  commissions  and  other  fees  of  approximately $185,000, interest
income  of  approximately  $300,000  and operating lease income of approximately
$513,000.

During  the  three  months  ended  March 31, 2002 and 2001, MILPI incurred total
operating  expenses  of  approximately  $885,000  and  $1,895,000, respectively.
Operating  expenses  for  the three months ended March 31, 2002 are comprised of
operations  support  expenses  of  approximately  $815,000  and depreciation and
amortization  of  approximately  $70,000.  For  the three months ended March 31,
2001,  operating  expenses  were  comprised  primarily  of operating expenses of
approximately  $1,652,000  and  depreciation  and  amortization of approximately
$243,000.

MILPI  also  incurred  income tax expense of approximately $264,000 and $254,000
for  the  three  months  ended  March  31,  2002  and  2001,  respectively.


Real  Estate
------------

Management fees for non-equipment assets were $5,063 and $5,400 for the quarters
ended  March  31, 2002 and 2001, respectively. Management fees for non-equipment
assets,  excluding  cash,  are  1%  of  such  assets  under  management.

The  Trust owns 20% of the Class A membership interests of EFG Kirkwood, a joint
venture  between  the  Trust,  certain  affiliated trusts, and Semele Group Inc.
("Semele").  AFG  ASIT  Corporation,  the  Managing  Trustee  of the Trust and a
subsidiary  of  Semele,  also  is  the  manager  of  EFG  Kirkwood.

EFG  Kirkwood  owns  membership  interests  in:

     Mountain  Resort  Holdings  LLC  ("Mountain  Resort")  and
     Mountain  Springs  Resort  LLC  ("Mountain  Springs").

Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest  in  DSC/Purgatory  LLC ("Purgatory") in Durango,
Colorado.

For the three months ended March 31, 2002 and 2001, the Trust recorded income of
$734,354  and  $785,674,  respectively,  from  its  ownership  interest  in  EFG
Kirkwood.  This  income  represents  the  Trust's share of the net income of EFG
Kirkwood  recorded  under  the equity method of accounting.  Due to the seasonal
nature  of  EFG Kirkwood's operations, the financial results of the three months
ended March 31, 2002 and 2001 are not indicative of future periods.  These three
month  periods  include  the  periods  of  peak income activity for the resorts.

Mountain  Resort
----------------

Mountain Resort is primarily a ski and mountain recreation resort with more than
2,000 acres of terrain, located approximately 32 miles south of Lake Tahoe.  The
resort  receives  approximately  70% of its revenues from winter ski operations,
primarily ski, lodging, retail and food and beverage services with the remainder
of  the  revenues  generated  from summer outdoor activities, including mountain
biking,  hiking  and  other  activities.  Other operations include a real estate
development  division, which has developed and is managing a 40-unit condominium
residential  and commercial building, an electric and gas utility company, which
operates  as  a regulated utility company and provides electric and gas services
to  the  Kirkwood  community,  and  a  real  estate  brokerage  company.

During  the  three  months  ended March 31, 2002, Mountain Resort recorded total
revenues  of approximately $16,405,000 compared to approximately $16,161,000 for
the  same  period  in 2001.  The increase in total revenues from 2001 to 2002 of
$244,000  is the result an increase in ski-related revenues offset by a decrease
in  residential-related  revenues.

Ski-related  revenues  increased  approximately  $2,304,000.  The  increase  in
ski-related revenues resulted from improved weather conditions during the winter
season,  which  attracted  more  skiers.

Residential-related  and  other  operations  revenues  decreased  approximately
$2,059,000 for the three months ended 2002 as compared to 2001.  The decrease in
residential-related  and other operations revenues was primarily attributable to
a  reduction  in  the  number of condominium sales during 2002 compared to 2001.

During  the three months ended March 31, 2002 and 2001, Mountain Resort recorded
total  expenses of approximately $11,205,000 and $11,283,000, respectively.  The
decrease  in total expenses of approximately $78,000 is the result of a decrease
in  residential-related  and  other  operations  expenses  largely  offset by an
increase  in  ski-related  expenses.

Ski-related  expenses  increased  approximately  $1,659,000  as  a  result of an
increase  in  ski-related revenues, as discussed above.  Residential-related and
other  operations  expenses  decreased approximately $1,737,000 as a result of a
decrease  in cost of sales from condominium units sold in the three months ended
March  31, 2002 as compared to the same period in 2001, as also discussed above.

Mountain  Springs
-----------------

Purgatory is a ski and mountain recreation resort covering 2,500 acres, situated
on  40  miles  of  terrain  with  75  ski trails located near Durango, Colorado.
Purgatory  receives  the  majority  of  its revenues from winter ski operations,
primarily  ski,  lodging,  retail  and  food  and  beverage  services,  with the
remainder  of  revenues generated from summer outdoor activities, such as alpine
sliding  and  mountain  biking.

During  the three months ended March 31, 2002, Purgatory recorded total revenues
of  approximately  $9,403,000 compared to approximately $10,387,000 for the same
period  of  2001.  The  decrease  in  total  revenues  from  2001  to  2002  of
approximately  $984,000  is  the result of unfavorable weather conditions during
the  winter  season,  which  attracted  fewer  skiers.

Total  expenses  were  approximately $6,109,000 for the three months ended March
31,  2002 compared to approximately $5,978,000 for the same period in 2001.  The
increase in total expenses for the three months ended March 31, 2002 compared to
the same period in 2001 of approximately $131,000 is a result of the decrease in
the  number  of  skiers,  discussed  above.


Liquidity  and  Capital  Resources  and  Discussion  of  Cash  Flows
--------------------------------------------------------------------

The  Trust  by  its  nature  is  a  limited  life entity.  The Trust's principal
operating  activities  derive  from asset rental transactions.  Accordingly, the
Trust's  principal  source of cash from operations is provided by the collection
of  periodic  rents.  These  cash  inflows  are  used  to  satisfy  debt service
obligations  associated  with  leveraged  leases, and to pay management fees and
operating  costs.  Operating  activities generated net cash outflows of $120,254
and  $74,745  for  the three months ended March 31, 2002 and 2001, respectively.
Future  renewal, re-lease and equipment sale activities will continue to cause a
decline  in  the  Trust's  lease  revenue and corresponding sources of operating
cash.  Expenses associated with rental activities, such as management fees, also
will  decline  as  the  Trust  remarkets  its  equipment.  The  amount of future
interest  income is expected to fluctuate as a result of changing interest rates
and  the  level  of  cash  available  for  investment,  among  other  factors.

At  lease  inception,  the  Trust's  equipment  was  leased  by  a  number  of
creditworthy,  investment-grade  companies  and,  to  date,  the  Trust  has not
experienced any material collection problems and has not considered it necessary
to  provide  an  allowance  for  doubtful  accounts.  Notwithstanding a positive
collection  history, there is no assurance that all future contracted rents will
be  collected  or  that  the  credit  quality  of  the  Trust's  leases  will be
maintained.  The credit quality of an individual lease may deteriorate after the
lease  is  entered  into.  Collection  risk  could  increase  in  the  future,
particularly as the Trust remarkets its equipment and enters re-lease agreements
with  different  lessees.  The  Managing  Trustee  will continue to evaluate and
monitor  the  Trust's  experience in collecting accounts receivable to determine
whether  a  future  allowance  for  doubtful  accounts  may  become appropriate.

At  March 31, 2002, the Trust was due aggregate future minimum lease payments of
$444,764  from  contractual lease agreements, a portion of which will be used to
amortize  the  principal  balance of notes payable of $392,536.  Additional cash
inflows  will  be  realized  from  future  remarketing activities, such as lease
renewals and equipment sales, the timing and extent of which cannot be predicted
with  certainty.  This  is  because  the timing and extent of equipment sales is
often  dependent  upon  the  needs  and interests of the existing lessees.  Some
lessees  may  choose  to  renew their lease contracts, while others may elect to
return the equipment.  In the latter instances, the equipment could be re-leased
to  another lessee or sold to a third party.  Accordingly, the cash flows of the
Trust  will  become  less  predictable  as  the  Trust  remarkets its equipment.

Cash  expended  for  asset  acquisitions  and  cash realized from asset disposal
transactions  are  reported  under  investing  activities  on  the  accompanying
Statement  of  Cash  Flows.

In  December  2000,  the  Trusts formed MILPI, which formed MILPI Acquisition, a
wholly owned subsidiary of MILPI.  The Trusts collectively paid $1.2 million for
their  membership interest in MILPI ($240,000 for the Trust) and MILPI purchased
the  shares of MILPI Acquisition for an aggregate purchase price of $1.2 million
at  December  31,  2000.  MILPI  Acquisition entered into a definitive agreement
(the  "Agreement")  with PLM, an equipment leasing and asset management company,
for  the purpose of acquiring up to 100% of the outstanding common stock of PLM,
for  an  approximate purchase price of up to $27 million. In connection with the
acquisition, on December 29, 2000, MILPI Acquisition commenced a tender offer to
purchase  any  and  all  of  PLM's  outstanding  common  stock.

Pursuant  to the cash tender offer, MILPI Acquisition acquired approximately 83%
of PLM's outstanding common stock in February 2001 for a total purchase price of
approximately  $21.8  million.  The Trust had a 20% membership interest in MILPI
prior  to  MILPI's  acquisition of the remaining 17% of PLM's outstanding common
stock  in  February 2002, as described below.  Under the terms of the Agreement,
with  the  approval  of  the holders of 50.1% of the outstanding common stock of
PLM,  MILPI  Acquisition  would  merge  into  PLM,  with PLM being the surviving
entity. The merger was completed when MILPI obtained approval of the merger from
PLM's  shareholders  pursuant  to a special shareholders' meeting on February 6,
2002.  Since  the  Trust  and another of the Trusts have determined to liquidate
their  assets,  the two other trusts provided the funds necessary to acquire the
remaining  17%  of  PLM's  outstanding  common  stock.

At March 31, 2002, the Trust has a 16.67% membership interest in MILPI having an
original  cost of $4,437,644. The cost of the Trust's interest in MILPI reflects
MILPI's cost of acquiring the common stock of PLM, including the amount paid for
the  shares tendered of $4,355,145, capitalized transaction costs of $38,948 and
a  1%  acquisition  fee  paid to a wholly-owned subsidiary of Semele of $43,551.
The  Trust  capitalized  these  transaction costs, of which $1,627 was amortized
during  the  quarter  ended  March 31, 2001.  SFAS No. 142 was effective for the
Trust  as  of  January  1,  2002  and  requires  the  discontinuance of goodwill
amortization  as  of  January  1, 2002.  SFAS No. 142 also requires the Trust to
complete  a transitional goodwill impairment test within six months from January
1,  2002, the date of adoption.  The Trust believes the adoption of SFAS No. 142
will  not  have  a  material  impact  on  its  financial  statements.

On  March  12,  2002,  PLM  declared  and  paid  a  cash  dividend  to  MILPI of
approximately  $2.7  million.  MILPI  then  declared and paid a cash dividend of
approximately  $2.7  million,  of  which  the  Trust's  share  was  $444,311.

During  the  three  months  ended  March  31,  2001, the Trust realized net cash
proceeds  from  equipment  disposals  of  $102,525.  Future inflows of cash from
equipment  disposals  will  vary  in timing and amount and will be influenced by
many  factors  including,  but not limited to, the frequency and timing of lease
expirations, the type of equipment being sold, its condition and age, and future
market  conditions.

The  Trust  has  an ownership interest in EFG Kirkwood.  EFG Kirkwood is a joint
venture  among the Trust, certain affiliated Trusts and Semele and is managed by
AFG  ASIT  Corporation. EFG Kirkwood is a member in two joint ventures, Mountain
Resort  and  Mountain  Springs.

Mountain  Resort,  through four wholly owned subsidiaries, owns and operates the
Kirkwood  Mountain Resort, a ski resort located in northern California, a public
utility that services the local community, and land that is held for residential
and commercial development. Mountain Springs, through a wholly owned subsidiary,
owns  a  controlling  interest in the Purgatory Ski resort in Durango, Colorado.

The risks generally associated with real estate include, without limitation, the
existence of senior financing or other liens on the properties, general or local
economic  conditions,  property  values, the sale of properties, interest rates,
real  estate  taxes,  other  operating  expenses,  the  supply  and  demand  for
properties  involved,  zoning  and environmental laws and regulations, and other
governmental  rules.

The  Trust's  involvement  in  real estate development also introduces financial
risks,  including  the potential need to borrow funds to develop the real estate
projects.  While  the  Trust's management presently does not foresee any unusual
risks  in  this  regard,  it  is possible that factors beyond the control of the
Trust,  its  affiliates  and joint venture partners, such as a tightening credit
environment,  could  limit  or  reduce  its  ability  to  secure adequate credit
facilities at a time when they might be needed in the future. Alternatively, the
Trust  could  establish joint ventures with other parties to share participation
in  its  development  projects.

Ski  resorts  are subject to a number of risks, including weather-related risks.
The  ski  resort business is seasonal in nature and insufficient snow during the
winter  season  can  adversely  effect the profitability of a given resort. Many
operators  of  ski resorts have greater resources and experience in the industry
than  the  Trust,  its  affiliates  and  its  joint  venture  partners.

The  Trust  obtained  long-term  financing  in connection with certain equipment
leases. The repayments of principal related to such indebtedness are reported as
a component of financing activities on the accompanying Statements of Cash Flow.
At  March  31,  2002 the Trust had one debt obligation outstanding pertaining to
its ownership interest in an aircraft leased to Aerovias de Mexico, S.A. de C.V.
The  note  is  recourse  only to the Trust's interest in the aircraft and to the
minimum rental payments to be received during the debt amortization period.  The
Trust  makes  monthly  debt  and  interest  payments  and the debt will be fully
amortized  at  the  expiration  of  the  related  lease  term  in  June  2005.

In  July  1997,  the  Trust  issued  1,000,961  Class  B  Interests at $5.00 per
interest.  Class  A  Beneficiaries purchased 3,588 Class B Interests, generating
$17,940  of  such  aggregate  capital  contributions,  and  EFG,  as  Special
Beneficiary, purchased 997,373 Class B Interests.  Subsequently, EFG transferred
its  Class  B  Interests to a special-purpose company, Equis II Corporation. EFG
also  transferred its ownership of AFG ASIT Corporation, the Managing Trustee of
the  Trust,  to  Equis  II  Corporation.  In  December 1999, an affiliate of the
Trust,  Semele,  purchased  85%  of  the  common  stock of Equis II Corporation,
subject  to certain voting restrictions with respect to the Class B Interests of
the  Trust  owned  by  Equis  II  Corporation.  In May 2000, Semele acquired the
remaining 15% of the common stock of Equis II Corporation and, in November 2000,
the  voting  restrictions with respect to the Class B Interests were terminated.
As  a  result,  Semele  has  voting  control over the Trust. The former majority
stockholders of Equis II Corporation, Gary D. Engle and James A. Coyne, are both
members  of  the  Board  of Directors of, and collectively own a majority of the
stock in, Semele. Mr. Engle is Semele's Chairman and Chief Executive Officer and
Mr.  Coyne  is  Semele's  President  and  Chief  Operating  Officer.

The  proceeds  from the Class B offering were intended to be used principally to
repurchase  a  portion of the Trust's Class A Beneficiary Interests and to pay a
one-time  special  cash distribution of $979,449 ($1.47 per Class A Interest) to
the  Trust's  Class  A  Beneficiaries.  That distribution was paid on August 15,
1997.  The  remainder of the offering proceeds was classified as restricted cash
pending  its  use  for  the repurchase of Class A Interests or its return to the
Class  B  Interest  holders.  On August 7, 1997, the Trust commenced an offer to
purchase  up  to  45%  of  the  outstanding Class A Beneficiary Interests of the
Trust. On October 10, 1997, the Trust used $785,295 of the net proceeds realized
from  the  issuance  of  the Class B Interests to purchase 82,837 of the Class A
Interests  tendered  as  a  result  of the offer. On December 1, 1997, the Trust
purchased 640 additional Class A Interests at a cost of $6,080. On July 6, 1998,
the  Trust  used  $1,500,539  of  the Class B offering proceeds to pay a capital
distribution  to the Class B Beneficiaries. In July 1999, in connection with the
settlement  of  the Class Action Lawsuit described in Note 8 to the accompanying
financial  statements,  the  Trust distributed $500,709, including legal fees of
$26,913  paid  to Plaintiffs' counsel, as a special cash distribution ($0.81 per
unit,  net  of  legal  fees). In addition, Equis II Corporation agreed to commit
$1,126,595  of  the  Class B Capital Contributions (the remaining balance of the
restricted  cash)  to  the  Trust  for  the  Trust's  investment  purposes.

After  the  amendment  of  the  Trust  Agreement  in  1998, the Managing Trustee
evaluated  and  pursued a number of potential new acquisitions, several of which
the  Managing  Trustee  concluded  had market returns that it believed were less
than  adequate  given  the  potential  risks.  Most  transactions  involved  the
equipment  leasing,  business  finance  and  real estate development industries.
Although,  at  the  time,  the Managing Trustee intended to continue to evaluate
additional  new investments, it anticipated that the Trust would be able to fund
these  new  investments with cash on hand or other sources, such as the proceeds
from future asset sales or refinancings and new indebtedness.   As a result, the
Trust  declared a special cash distribution during the fourth quarter of 1999 to
the Trust Beneficiaries totaling $5,300,000, which was paid on January 19, 2000.

After  the  special  distribution  on  January 19, 2000, the Trust adopted a new
distribution  policy  and  suspended  the  payment  of  regular  monthly  cash
distributions.  Currently  the  Managing  Trustee  has  not  reinstated  cash
distributions.  The Managing Trustee periodically will review and consider other
one-time distributions.  The Managing Trustee expects that the Trust will retain
cash  from operations and future sales and refinancings to fully retire its debt
obligation  and  for  the  continued  maintenance  of  the  Trust's  assets.

No  cash  distributions  have  been  declared  since  the  special  distribution
described  above.  In  any given year, it is possible that Beneficiaries will be
allocated taxable income in excess of distributed cash. This discrepancy between
tax  obligations  and  cash distributions may or may not continue in the future,
and  cash  may  or  may  not  be available for distribution to the Beneficiaries
adequate  to  cover  any  tax  obligation.  The  Trust  Agreement  requires that
sufficient  distributions  be  made to enable the Beneficiaries to pay any state
and  federal  income  taxes  arising  from any sale or refinancing transactions,
subject  to  certain  limitations.

Cash  distributions  when  paid  to the Participants generally consist of both a
return  of  and a return on capital. Cash distributions do not represent and are
not  indicative  of  yield  on  investment. Actual yield on investment cannot be
determined  with  any  certainty  until  conclusion  of  the  Trust  and will be
dependent  upon the collection of all future contracted rents, the generation of
renewal and/or re-lease rents, the residual value realized for each asset at its
disposal  date,  and the performance of the Trust's non-equipment assets. Future
market  conditions,  technological  changes,  the  ability  of EFG to manage and
remarket  the  equipment, and many other events and circumstances, could enhance
or  detract from individual yields and the collective performance of the Trust's
equipment  portfolio.  The ability of the Managing Trustee and its affiliates to
develop  and  profitably manage its non-equipment assets and the return from its
interest  in  MILPI  will  impact  the  Trust's  overall  performance.

In  the  future,  the  nature of the Trust's operations and principal cash flows
will continue to shift from rental receipts to equipment sale proceeds.  As this
occurs,  the  Trust's cash flows resulting from equipment investments may become
more  volatile  in  that certain of the Trust's equipment leases will be renewed
and  certain  of  its  assets  will  be  sold.  In  some cases, the Trust may be
required  to  expend funds to refurbish or otherwise improve the equipment being
remarketed  in  order  to  make  it  more  desirable  to  a  potential lessee or
purchaser.  The  Trust's  Advisor, EFG, and the Managing Trustee will attempt to
monitor  and  manage these events in order to maximize the residual value of the
Trust's equipment and will consider these factors, in addition to the collection
of  contractual rents, the retirement of scheduled indebtedness, and the Trust's
future  working  capital  requirements, in establishing the amount and timing of
future  cash  distributions.

In  accordance  with the Trust Agreement, upon the dissolution of the Trust, the
Managing  Trustee will be required to contribute to the Trust an amount equal to
any  negative  balance  which  may  exist  in the Managing Trustee's tax capital
account.  At  December 31, 2001, the Managing Trustee had a positive tax capital
account  balance.  No  such  requirement  exists  with  respect  to  the Special
Beneficiary.

Item  3.  Quantitative  and  Qualitative  Disclosures  about  Market  Risk
--------------------------------------------------------------------------

The  Trust's financial statements include financial instruments that are exposed
to  interest  rate  risks.

The  Trust  has  one  note  payable outstanding at March 31, 2002, which bears a
fixed interest rate of 7.03%.  The fair market value of fixed interest rate debt
may  be  adversely  impacted  due to a decrease in interest rates. The effect of
interest  rate fluctuations on the Trust during the three months ended March 31,
2002  was  not  material.


<PAGE>

                             AFG INVESTMENT TRUST B

                                    FORM 10-Q

                           PART II.  OTHER INFORMATION




     Item  1.     Legal  Proceedings
          Response:  None

     Item  2.     Changes  in  Securities
          Response:  None

     Item  3.     Defaults  upon  Senior  Securities
          Response:  None

     Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders
          Response:  None

     Item  5.     Other  Information
          Response:  None

     Item  6(a).     Exhibits
          Response:  None

     Item  6(b).     Reports  on  Form  8-K
          Response:








<PAGE>
                                 SIGNATURE PAGE



Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                             AFG Investment Trust B


     By:     AFG  ASIT  Corporation,  a  Massachusetts
          corporation  and  the  Managing  Trustee  of
          the  Registrant.


     By:     /s/  Michael  J.  Butterfield
             -----------------------------
          Michael  J.  Butterfield
          Treasurer  of  AFG  ASIT  Corporation
          (Duly  Authorized  Officer  and
          Principal  Financial  and  Accounting  Officer)


     Date:     May  16,  2002
               --------------